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X-Men: First Class had a tall order to fill. We’ve already had two solid films examining the fantastic mutant powers, conflicting ideologies, and disillusioned friendship of Charles Xavier (“Professor X”) and Erik Lehnsherr (“Magneto”). To return to that friendship at its inception could have seemed little more than a cynical cash-grab – a storytelling dead-end whose fan-service ending was a foregone conclusion. Instead, Matthew Vaughn has delivered a film that proves he is as adept at delivering an earnest, character-driven superhero film as he was at superhero parody. This film may or may not be the best in the franchise, but it certainly belongs in the same conversation as X2, and perhaps even The Dark Knight, if not quite ascending to the standalone appeal of those films.

The highest praise I can give to James McAvoy’s take on Charles Xavier is that at no point did I doubt that this man grows up to Patrick Stewart’s version of the character. Tackling a role that has been so completely defined by another actor is a difficult undertaking, and the result is no mere imitation of Stewart’s Xavier, but neither is it a complete reimagining (à la Chris Pine in Star Trek). This Xavier is reserved and wise, but hardly unafraid to use his powers in the reckless milieu of a younger man. In fact, this Xavier is downright arrogant, using his powers to convincingly sweet-talk coeds and other mutants alike, all while playing fast and easy with the most intimate details of their minds and memories. This Xavier might make a fair psychologist, but his approach to friendship is downright invasive. His banter with Erik (Michael Fassbender) ends up striking a note somewhere between therapist and Yoda, trying simultaneously to make the other man come to terms with his most painful experiences and unlock the full potential of his mutant powers. It’s a fascinating interaction, to be sure, and it certainly drives the second half of this film despite being established through a rather hasty montage. I wasn’t sure how much I would buy this friendship, but it cascaded into a brilliant finale. More on this later.

First, I must touch on the villainous Sebastian Shaw (Kevin Bacon), which is certainly one of the reasons this film belongs in the same conversation as The Dark Knight. Not only is Shaw a thoroughly memorable and well-written nemesis, but he also represents an achievement that few films have managed to accomplish in recent years – an utterly terrifying villain (or set of villains, in this case). Shaw expresses his affinity for Nazi tactics early in the film, and the reason quickly becomes evident. Scene: A tornado spontaneously erupts outside a building, and a guard vanishes in a puff of crimson smoke. He reappears 100 feet in the air, instantly falling to his death. The attrition continues as buildings rip to shreds and it literally starts raining men (hallelujah!).

This is just a snippet of one of the many brilliant action set-pieces, but it demonstrates two of the great strengths of this film. First, it makes full and clever use of the array of mutant powers at its disposal (from heroes and villains alike). And second, Shaw and his associates carry out their malicious plans with such brutal and relentless efficiency that it’s simultaneously horrifying and captivating to behold.

Also terrifying is the man-who-would-be-villain, Magneto. After narrowly escaping the Holocaust (and the brutal experimentation of Shaw), Erik passes a brief stint as a Nazi hunter, ruthlessly pursuing the worst offenders who have fled to Argentina. This plays almost like a sequence from Fassbender’s other best known film, Inglourious Basterds – and the parallels seem fairly deliberate. Fassbender speaks several languages and visits unflinching brutality upon his malefactors. Given that Xavier’s central conflict with Erik is the extent to which they should wage war upon humanity, this makes for a compelling backdrop for their burgeoning friendship later in the film. Xavier’s other relationship – a childhood friendship with Raven, AKA “Mystique” (Jennifer Lawrence), is quite fascinating at the beginning of the film, but gets short shrift as soon as Magneto enters the picture. Given Raven’s character arc, this seems somewhat deliberate on the filmmakers’ part, but it is unfortunate, given that these early scenes are the best opportunity for Lawrence to show off her acting prowess. Her later interactions with Hank “Beast” McCoy (Nicholas Hoult) are less interesting, even though Beast’s Jekyll-and-Hyde story turns out to be a compelling subplot (or at least a showcase for a brilliant bit of first-person camerawork).

There is a host of other characters in this film, which may leave prospective audience members questioning the extent to which this film is just for the fans – suffering from character and villain overload like so many other late entries to a superhero franchise. To that, I would simply say that this film is an achievement in both casting and storytelling. It brings a great many disparate characters together and manages to tell us a little something about each one without leaving the film feeling bloated. And in the end, the mutants – heroes and villains alike – do their dance as the humans look on in terrified awe. The American and Russian observers are then forced to act in a way that doesn’t feel entirely believable, but nonetheless forces Erik Lehnsherr to become the villain that he needs to be. In the blink of an eye, he is Magneto.

And indeed, this is the problem with origin stories. If you’re explaining the origins of something simple, like radioactive spider powers, your explanation can be equally rudimentary. To explain something as complex and multifaceted as Magneto’s decades-long disillusionment with mankind is a bit more difficult. But while such a protracted explanation may have been slightly more believable, I’ll grant that it’s not particularly cinematic. And all of these elements, along with McAvoy and Fassbender’s performances, brought together an action-packed and thematically pitch-perfect finale that felt almost completely earned.